Common use of Fundamental Changes; Dispositions Clause in Contracts

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, that the Borrower may re-market and dispose of any Life Insurance Policy pursuant to the Transaction Documents so long as (i) such disposition occurs within 60 days after the date of foreclosure of such Life Insurance Policy and (ii) the proceeds from such disposition are paid to the Administrative Agent for the benefit of the Agents and the Lenders pursuant to Section 2.05(c).